SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Orta John

(Last)

(First)

(Middle)

C/O NEXTDOOR HOLDINGS, INC.

420 TAYLOR STREET

(Street)

SAN FRANCISCO

94102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nextdoor Holdings, Inc. [ KIND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Head of Legal and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	11/05/2021		A⁽¹⁾		459,321		⁽²⁾	⁽²⁾	Class A Common Stock	459,321	⁽¹⁾	459,321	D
Stock Option (Right to Buy)	$1.18	11/05/2021		A⁽³⁾		276,231		⁽⁴⁾	08/28/2028	Class B Common Stock	276,231	⁽³⁾	276,231	D
Stock Option (Right to Buy)	$2.19	11/05/2021		A⁽³⁾		84,110		⁽⁵⁾	06/16/2029	Class B Common Stock	84,110	⁽³⁾	84,110	D
Stock Option (Right to Buy)	$2.41	11/05/2021		A⁽³⁾		243,730		⁽⁶⁾	03/23/2031	Class B Common Stock	243,730	⁽³⁾	243,730	D
Stock Option (Right to Buy)	$2.41	11/05/2021		A⁽³⁾		27,037		⁽⁷⁾	03/23/2031	Class B Common Stock	27,037	⁽³⁾	27,037	D
Stock Option (Right to Buy)	$2.41	11/05/2021		A⁽³⁾		81,244		⁽⁸⁾	03/23/2031	Class B Common Stock	81,244	⁽³⁾	81,244	D

Explanation of Responses:

1. Represents shares of Class B Common Stock of the Issuer received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of an Agreement and Plan of Merger dated as of July 6, 2021, entered into by and among: (i) Khosla Ventures Acquisition Co. II (the "Issuer"), a Delaware corporation; (ii) Lorelei Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer; and (iii) Nextdoor, Inc. ("Original Nextdoor"), a Delaware corporation. As a result of the Business Combination, Original Nextdoor became a wholly owned subsidiary of the Issuer and the Issuer was renamed "Nextdoor Holdings, Inc." Upon completion of the Business Combination, the reporting person's shares of Common Stock of Original Nextdoor were exchanged for shares of Class B Common Stock of the Issuer based on an exchange ratio of 3.1057 to 1.

2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at the election of the holder any time; provided; however, that each share of Class B Common Stock shall automatically be converted into Class A Common Stock on a one for one basis on the earlier of the: (i) tenth anniversary of completion of the Business Combination or (ii) date specified by the affirmative vote of the holders of two thirds of the Class B Common Stock then outstanding. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value (subject to certain exceptions).

3. In connection with the consummation of the Business Combination, the reporting person's stock options previously awarded by Original Nextdoor for shares of its common stock were exchanged for substitute option awards, of an equivalent economic value, which vest and become exercisable for shares of the Issuer's Class B Common Stock.

4. 614,667 of the total shares underlying the option vest on the grant date. The remainder will vest in equal installments on the sixth (6th) of each month thereafter through August 6, 2022, subject to the reporting person's continued service to the Issuer on each vesting date.

5. 100,288 shares of this award vest on the grant date. The remainder will vest in equal installments on the first (1st) of each month thereafter until April 1, 2023, subject to the reporting person's continued service to the Issuer on each vesting date.

6. 1/12 of the total shares underlying the option will vest on January 1, 2023, and the remainder will vest as to 1/12 of the total award in monthly installments thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.

7. 1/8 of the total shares underlying the option will vest on May 1, 2023, and the remainder will vest as to 1/8 of the total award in monthly installments thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.

8. 1/12 of the total shares underlying the option will vest on January 1, 2022, and the remainder will vest as to 1/12 of the total award in monthly installments thereafter, subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Sophia Contreras Schwartz, as Attorney-in-Fact for Reporting Person	11/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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